During the first and second quarters of 2023, there were two main developments in relation to capital markets regulations in Thailand as follows:

1. Amendments to the regulations related to initial public offerings (IPOs) regarding issuer’s qualifications (the “IPO Issuer’s Qualifications Amendments”); and
2. Amendments to the regulations for newly issued share offerings of listed companies through private placement (PP) (the “PP Amendments”).

The IPO Issuer’s Qualifications Amendments, which became effective on 1 February 2023, are related to the qualifications of a company applying for an IPO, which shall have some requisite characteristics, e.g. not involved with businesses which severely violate the law, e.g. money laundering, drug trafficking, human trafficking, etc. These amendments alleviate the ambiguity of the previous regulation, which only prescribed that the Company must not be involved in any illegal businesses, in respect to which concrete guidelines were never launched.

With respect to the PP Amendments, the following key changes will be effective from 1 July 2023.

1. Cancellation of the SEC approval application procedure which will be changed to a deemed approval procedure, but other requirements still remain, including requirements for approval by a shareholders’ meeting;
2. Requirement for an opinion from an independent financial advisor (IFA) in the event of major changes, e.g. the offer price is lower than the market price, the offering of PP shares will cause the earning per share or the control dilution to be not less than 25%, etc.;
3. Permittance of the remaining shares from a preferential public offering (PPO) to be offered through PP; and
4. Revision to the market price calculations to avoid any inconsistencies due to different criteria for different types of securities offerings, and revision to the offer period for the offering of PP shares, which are listed out for each relevant case to improve clarity and practicality.

Other Updates

Many companies also carry out fundraising by way of a Real Estate Investment Trust (REIT). Recently established REIT IPOs have invested in new types of assets; for example, the Bangkok Airways Real Estate Investment Trust (“BAREIT”). BAREIT invested in the Bangkok Airways Samui Airport-based asset. This is the first REIT in Thailand to invest in an airport asset. BAREIT will receive income from the sublease of its assets to Bangkok Airport Management Co., Ltd. (a subsidiary of Bangkok Airways)